LyondellBasell Industries (LYB) 10-K risk factor changes: FY2025 vs FY2024

New capacity additions around the world [removed: may lead] [added: have led] to periods of oversupply and lower profitability.

Our business is capital intensive and we rely on cash generated from operations and external financing to fund our [removed: growth] [added: growth, dividends,] and ongoing capital needs.

We require significant capital to operate our current business and fund our [added: dividends, share repurchases, and] growth strategy.

If we need external financing, our access to credit markets and pricing of our capital is dependent upon [removed: maintaining sufficient] [added: our] credit ratings [removed: from credit rating agencies] and the state of the capital markets generally.

If we are unable to generate sufficient cash flow or raise adequate external financing, including as a result of significant disruptions in the global credit markets, we could be forced to restrict our [removed: operations] [added: operations, lower or suspend our dividends or reduce share repurchases,] and [added: not pursue] growth opportunities, which could adversely affect our operating [removed: results.][added: results and shareholder returns.]

As of December 31, [removed: 2024,] [added: 2025,] we had no borrowings or letters of credit outstanding under the facility and no borrowings outstanding under our commercial paper program, leaving an unused and available credit capacity of $3,750 million.

As of December 31, [removed: 2024,] [added: 2025,] we had no borrowing or letters of credit outstanding and availability of $900 million under this facility.

In the event of a default under our credit facilities or any of our [removed: senior] notes, we could be required to immediately repay all outstanding borrowings and make cash deposits as collateral for all obligations the facility supports, which we may not be able to do.

Failure to appropriately manage occupational safety, process safety, product safety, human health, product liability and environmental risks inherent in the chemical [removed: and refining businesses] [added: business] and associated with our products, product life cycles and production processes could result in unexpected incidents including releases, fires, or explosions resulting in personal injury, loss of life, environmental damage, loss of revenue, legal liability, and/or operational disruption.

In recent years, we have had to [added: temporarily] shut down plants on the U.S. Gulf Coast as a result of various hurricanes and cold weather events [removed: striking] [added: impacting] Texas and Louisiana.

Our operations are subject to hazards inherent in chemical manufacturing and [removed: refining and] the related storage and transportation of raw materials, products and wastes.

For example, higher costs arising from delaying construction of our PO/TBA plant in Houston [removed: increased our costs and] impacted our projected rate of return on the project.

The joint ventures that we do not [removed: control] [added: operate] may also lack financial reporting systems to provide adequate and timely information for our reporting purposes.

Differences in views among the joint venture [removed: participants] [added: partners] also may result in delayed decisions or in failures to agree on major matters, potentially adversely affecting the business and operations of the joint ventures and in turn our business and operations.

[removed: Acquisitions] [added: In addition, acquisitions] involve numerous risks, including meeting our standards for compliance, problems combining the purchased operations, technologies or products, unanticipated costs and liabilities, diversion of management’s attention from our core businesses, and potential loss of key employees.

In addition, [removed: they] [added: dispositions] may result in significant asset impairment charges, including those related to goodwill and other intangible assets, which could have a material adverse effect on our financial condition and results of operations.

We cannot assure you that we will be successful in managing these or any other significant risks that we encounter in [removed: acquiring or] divesting [added: or acquiring] a business or product line, and any transaction we undertake could materially and adversely affect our business, financial condition, results of operations and cash flows, and may also result in a diversion of management attention, operational difficulties and losses.

A significant portion of our revenues [removed: and earnings] are derived from our business in Europe.

We operate internationally and are subject to exchange rate fluctuations, exchange controls, [added: tariffs,] political risks and other risks relating to international operations.

Trade protection measures such as [added: tariffs,] quotas, duties, [removed: tariffs,] safeguard measures or anti-dumping duties imposed in the countries in which we operate could negatively impact our business.

There has been a broad range of proposed or promulgated international, national and state laws focusing on [removed: greenhouse gas (“GHG”)] [added: GHG] emission reduction and global climate change.

Laws and regulations in this field continue to evolve and, [removed: while they are likely to be increasingly widespread and stringent,] at this stage it is not possible to accurately estimate either a timetable for implementation or our future compliance costs relating to implementation.

Jurisdictions in which we operate, including, in particular, the European Union [removed: (EU),] [added: (“EU”),] have prepared national legislation and protection plans to implement their emission reduction commitments under the [added: 2015] Paris Agreement.

Our operations in Europe participate in the EU Emissions Trading System [removed: (ETS)] [added: (“ETS”)] and we meet our obligations through a combination of free and purchased emission allowances.

Although the U.S. announced its intent to withdraw from [removed: the Paris Agreement] [added: international climate agreements] and [added: has taken steps to] roll back climate [removed: regulations in January 2025,] [added: regulations,] several state governments have promulgated regulations directed at GHG emissions reductions from certain types of facilities, and additional regulations could be [removed: forthcoming,] [added: promulgated in the future,] that could result in increased operating costs for compliance, required acquisition or trading of emission allowances, or other costs.

International regulators, investors, consumers and other stakeholders are focused on [removed: environmental, social, and governance (“ESG”)] [added: environmental] considerations.

[removed: ESG disclosure] [added: Disclosure] obligations have required and may continue to require us to implement new practices and reporting processes and have created and will continue to create additional compliance risk.

If we are unable to meet our circularity, greenhouse gas [removed: reduction, diversity, equity and inclusion,] [added: reduction] or [removed: other] [added: gender diversity] goals, or if we are perceived by regulators, customers, stockholders or employees to have not responded appropriately to [removed: the growing concern for] these issues, our reputation, and therefore our ability to sell our products, could be negatively impacted.

Alternatively, [removed: as “anti-ESG” sentiment exists among some individuals and government institutions,] we may also face scrutiny, reputational risk, lawsuits or market access restrictions from [removed: these] parties regarding our [removed: ESG] [added: sustainability] initiatives.

Providers of debt and equity financing may also consider our sustainability performance and external [removed: ESG] ratings, which we have limited ability to influence, which could impact our cost of capital and adversely affect our business.

In addition, scarcity of water and drought conditions [removed: due to climate change] could reduce the availability of fresh water needed to produce our products which could increase our costs of operations.

There is [removed: a growing] concern [added: globally] with the accumulation of plastic, plastic additives, and microplastics in the environment, particularly in waterways and oceans.

Additionally, plastics [removed: are facing increased] [added: face some] public backlash and scrutiny, as well as governmental investigations and enforcement, and private litigation.

Policy measures to address these concerns are being discussed or implemented by governments at [removed: all] [added: various] levels.

In addition, a host of single-use plastic bans, taxes and Extended Producer Responsibility [removed: (EPR)] [added: (“EPR”)] bills have been passed by countries around the world and states and municipalities throughout the U.S. Consumer deselection, increased regulation of, or prohibition on, the manufacturing or use of plastic or plastic products could limit the use of these products or increase the costs incurred by our customers to use such products, and could lead to a decrease in demand, particularly for fossil-based PE, PP, and other products we make.

We have set GHG emissions reduction [removed: targets] [added: goals] for 2030 and aim to achieve net zero scope 1 and 2 GHG emissions by 2050.

Our ability to achieve these [added: updated] goals depends on many factors, including the development and availability of technology, our ability to secure permits and emissions credits, project execution risk, the availability of infrastructure, the availability of suppliers, the availability of supportive governmental [removed: policies] [added: policies, industry standards] and markets, [removed: to] evolving regulatory requirements, competitor actions, and customer and consumer preferences.

Our individual ambitions, future performance or policies may differ from the ambitions of those organizations or the individual ambitions of other participants in these various initiatives, campaigns, and other projects, and we may unilaterally change our own ambitions, aspirations and [removed: goals.][added: goals in ways that no longer align with these organizations.]

[removed: In September 2020, we announced] [added: We have set] a [added: 2030] circularity goal [removed: of] [added: for] producing and marketing [removed: at least two million metric tons of] recycled and renewable-based polymers annually by 2030.

Our ability to achieve [removed: this] [added: our] goal depends on many factors, including the availability of collection and sortation infrastructure, evolving regulations on chemical recycling and recycled content, [added: customer demand,] our ability to grow our CLCS business, [removed: established in 2022,] make [removed: investments in] [added: investments, develop and deploy] new technologies, expand the global footprint of our recycling facilities and joint ventures, secure access to feedstock, and manufacture recycled and low carbon products at commercial scale.

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- regulatory limitations on operations;

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We are currently constructing our first commercial-scale chemical recycling facility using our *MoReTec* technology, located at our site in Wesseling, Germany.

Building a commercial-scale facility utilizing a new technology can face technical and other challenges resulting in increased costs.

In 2025, we announced the deferral of construction on our Flex-2 project in Channelview to preserve capital during the market downturn and also postponed the final investment decision on certain projects, such as *MoReTec*\-2, which could result in increased costs.

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For example, in the third quarter of 2025, a prolonged downturn in, and outlook for, the European petrochemical and global automotive industries, combined with the sustained decline in our market capitalization, resulted in non-cash impairment charges of $1,182 million, presented in both Goodwill impairments and Other impairments on the Consolidated Statements of Income (Loss).

For example, in March 2025, we announced the permanent closure of the PO/SM production unit at the Maasvlakte site in the Netherlands, a joint venture between us and Covestro, resulting in the recognition of $126 million in shutdown costs during the year ended December 31, 2025.

In 2025, we agreed to sell certain European olefins and polyolefins assets and the associated business.

The sites to be sold are located in Berre l’Etang (France), Münchsmünster (Germany), Carrington (United Kingdom), and Tarragona (Spain), and closing is expected in the second quarter of 2026.

There can be no assurance that announced dispositions - including our European divestiture - will be successfully completed on the expected timeline or at all, and transactions that are delayed or abandoned may cause additional disruption to the business.

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Despite recent government actions to delay or decrease regulatory obligations in certain jurisdictions, we generally expect that these requirements may become more stringent over the longer term.

In addition, it remains uncertain whether the EU will implement a carbon border adjustment mechanism for organic chemicals and polymers, and, if so, how such a mechanism would affect the competitiveness of our products and our exposure to higher carbon costs.

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While the negotiations ended in 2025 without reaching an agreement, they demonstrated significant interest globally in addressing these issues.

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In 2026, we updated these goals.

We may need to further update our goals to address market changes.

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While we are exiting the refining business in the first quarter of 2025, we expect to experience similar volatility in that industry until closure of our Houston refinery.

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For example, our ability to operate our site in Brindisi, Italy, may be negatively impacted by the potential shutdown of its propylene supplier.

For example, in 2024, challenging market conditions in Europe resulted in a $837 million non-cash impairment of property, plant and equipment in our O&P-EAI segment.

For example, in April 2022, the Finance Committee of the Board of Directors of the Company approved a plan to exit the refining business, resulting in the recognition of $179 million, $334 million and $187 million of expense in 2024, 2023 and 2022, respectively.

In 2024, we launched a strategic review of certain assets in Europe to align our asset base with our strategy.

We generally expect that these requirements are likely to become more stringent over time.

Under the 2015 Paris Agreement, parties to the United Nations Framework Convention on Climate Change agreed to undertake ambitious efforts to reduce GHG emissions and strengthen adaptation to the effects of climate change.

These and other future regulations could result in increased costs, additional capital expenditures, or restrictions on operations.

For example, the states of Vermont and New York have enacted ‘climate superfund’ laws that attempt to impose strict liability on companies that have extracted or refined hydrocarbons that led to emissions of GHG over certain thresholds.

Additionally, demand for the products we produce may be reduced.

If, as a result of their assessment of our ESG performance, certain investors are unsatisfied with our actions or progress, they may reconsider their investment in our shares or debt securities.

While these international negotiations have been challenging, significant progress has been made with a goal of finalizing this treaty by the end of 2025.

The discussion summarizing the significant factors affecting the results of operations and financial condition for the year ended December 31, [removed: 2022] [added: 2023] and for the year ended December 31, [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023, except as impacted by the change for discontinued operations discussed above,] has been excluded from this Form 10-K and can be found in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, [removed: 2023] [added: 2024,] which was filed with the Securities and Exchange Commission on February [removed: 22, 2024] [added: 27, 2025,] of which Item 7 is incorporated herein by reference.

Results [added: from continuing operations] for [removed: 2024] [added: 2025] decreased when compared to [removed: 2023] [added: 2024, primarily] as [removed: impairments] [added: a result of non-cash impairment charges] recognized in [removed: 2024 primarily] [added: 2025] in our Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) [removed: segment were partially offset by impairment charges recognized in 2023 in our] [added: and] Advanced Polymer Solutions (“APS”) [removed: and Intermediates & Derivatives (“I&D”)] segments.

[removed: During 2024, we generated $3,819 million in cash from operating activities,] [added: We] invested [removed: $1,839 million] [added: $1.9 billion] in capital expenditures and returned [removed: $1,915 million] [added: $2.0 billion] to shareholders through dividend payments and share repurchases.

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | [added: | | | | | |]

| Millions of dollars | | | | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | | | | | | | |

| Sales and other operating revenues | | | | | | $ | [removed: 40,302] [added: 9,801] | | | | | $ | [removed: 41,107] [added: 11,533] | | | | | | | |

| Selling, general and administrative expenses | | | | | | [removed: 1,663] [added: 1,610] | | | | | | [removed: 1,557] [added: 1,642] | | | | | | [added: 1,539] | | | [added: | | | | | |]

| Research and development expenses | | | | | | [added: 136 | | | | | |] 135 | | | | | | 130 | | | | | | | | |

| Interest expense | | | | | | [added: (487) | | | | | |] (481) | | | | | | (477) | | | | | | | | |

| Interest income | | | | | | [added: 97 | | | | | |] 150 | | | | | | 129 | | | | | | | | |

| Gain [added: (loss)] on sale of business | | | | | | [added: (6) | | | | | |] 284 | | | | | | — | | | | | | | | |

| Other income (expense), net | | | | | | [removed: 50] [added: 113] | | | | | | [added: 47 | | | | | |] (58) | | | | | | | | |

| Loss from equity investments | | | | | | [added: (12) | | | | | |] (217) | | | | | | (20) | | | | | | | | |

| Income [added: (loss)] from continuing operations before income taxes | | | | | | [removed: 1,603] [added: (715)] | | | | | | [removed: 2,627] [added: 1,701] | | | | | | [added: 2,299] | | | [added: | | | | | |]

| Provision for income taxes | | | | | | [added: 84 | | | | | |] 240 | | | | | | [removed: 501] | | | | | | | | | [added: | | | | | |]

| Income [added: (loss)] from continuing operations | | | | | | [removed: 1,363] [added: (785)] | | | | | | [removed: 2,126] [added: 1,442] | | | | | | [added: 1,866] | | | [added: | | | | | |]

| Income (loss) from discontinued operations, net of tax | | | | | | [removed: 4] [added: 47] | | | | | | [removed: (5)] [added: (75)] | | | | | | [added: 255] | | | [added: | | | | | |]

| Net income [added: (loss)] | | | | | | [added: (738) | | | | | |] 1,367 | | | | | | 2,121 | | | | | | | | |

| Other comprehensive income (loss), net of [removed: tax –] [added: tax—] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Financial derivatives | | | | | | [added: (22) | | | | | |] 115 | | | | | | (80) | | | | | | | | |

| Defined benefit pension and other postretirement benefit plans | | | | | | [added: 45 | | | | | |] (2) | | | | | | (97) | | | | | | | | |

| Foreign currency translations | | | | | | [added: 199 | | | | | |] (169) | | | | | | 73 | | | | | | | | |

| Total other comprehensive income (loss), net of tax | | | | | | [added: 222 | | | | | |] (56) | | | | | | (104) | | | | | | | | |

| Comprehensive income [added: (loss)] | | | | | | $ | [added: (516) | | | | | $ |] 1,311 | | | | | $ | 2,017 | | | | | | | |

[removed: Revenues—Revenues] [added: Operating income] decreased by [removed: $805] [added: $807] million, or [removed: 2%,] [added: 30%,] in 2024 compared to 2023.

Lower average sales prices [removed: driven by lower demand] resulted in a 2% decrease in [removed: revenues.][added: revenue.]

Other variable costs account for approximately 10% [removed: of cost of sales and] [added: to 15%, while] fixed operating costs, consisting primarily of expenses [removed: associated with] [added: related to] employee compensation, depreciation and amortization, and maintenance, account for the remainder.

[removed: Impairments—During] [added: During] 2024, we recognized non-cash impairment charges of $949 million, primarily consisting of [removed: impairments] [added: $892 million] of property, plant and equipment [removed: of $892 million] [added: impairments] in our O&P-EAI and APS segments.

During 2023, we recognized non-cash impairment charges of [removed: $518] [added: $507] million, primarily consisting of a [added: $252 million] goodwill impairment charge [removed: of $252 million] in our APS segment and [removed: an impairment charge of] [added: a] $192 million [added: impairment charge] related to our European PO [removed: joint venture] [added: Joint Venture,] recognized in our I&D segment.

See Notes [removed: 7, 8] [added: 9] and [removed: 20] [added: 10] to the Consolidated Financial Statements for additional information regarding impairment charges.

[removed: SG&A Expenses—Selling, general and administrative (“SG&A”)] [added: In 2024, SG&A] expenses increased by [removed: $106] [added: $103] million, or 7%, [removed: in 2024] compared to 2023, primarily [removed: attributable] [added: due] to [removed: an increase in] [added: higher] employee-related expenses.

[removed: Operating] [added: In 2025, operating] income for our [added: O&P-Americas,] APS, [removed: O&P-Americas] [added: I&D] and Technology segments [removed: increased] [added: decreased] by [removed: $213] [added: $1,364] million, [removed: $140] [added: $695 million, $523] million and [removed: $4] [added: $201] million, respectively, [removed: in 2024] compared to [removed: 2023.][added: 2024.]

Gain [added: (Loss)] on Sale of Business—In the second quarter of 2024, we completed the sale of our Ethylene Oxide & Derivatives (“EO&D”) business and associated production facilities located in Bayport, Texas and recognized a pre-tax gain of $284 million.

See Note [removed: 20] [added: 9] to the Consolidated Financial Statements for additional information.

[removed: Income Taxes—Our] [added: Our] effective income tax rates of [removed: 15.0%] [added: 15.2%] in 2024 and [removed: 19.1%] [added: 18.8%] in 2023 resulted in tax [removed: provisions] [added: expense] of [removed: $240] [added: $259] million and [removed: $501] [added: $433] million, respectively.

The lower effective tax rate for 2024 was primarily attributable to changes in earnings in countries with varying statutory tax rates, largely attributable to fourth quarter non-cash impairments decreasing the effective tax rate by [removed: 5.5%] [added: 4.7 percentage points] in comparison to 2023.

There was a further decrease in the effective tax rate of [removed: 1.7%] [added: 1.8 percentage points] related to fluctuations in foreign exchange gains and losses, partially offset by an increase in the effective tax rate of [removed: 2.6%] [added: 2.5 percentage points] related to reduced exempt income in 2024.

For additional information, see Note [removed: 16] [added: 18] to the Consolidated Financial Statements.

Comprehensive [removed: Income—Comprehensive] [added: Income (Loss)—Comprehensive] income [added: (loss)] decreased by [removed: $706] [added: $1,827] million in [removed: 2024] [added: 2025] compared to [removed: 2023,] [added: 2024,] primarily due to a decrease in net [removed: income.][added: income (loss).]

In February 2025, we ceased business operations at our Houston refinery.

Accordingly, our refining business, previously disclosed as the Refining segment, is reported as a discontinued operation.

The related operating results of our refining business are reported as discontinued operations for all periods presented.

Discontinued operations also include costs associated with the closure and dismantlement of our Berre refinery.

Throughout 2025, petrochemical markets faced significant headwinds from global trade disruptions, falling oil prices and capacity additions which outpaced global demand growth.

In our Olefins and Polyolefins-Americas (“O&P-Americas”) segment, polyethylene chain margins fell due to trade issues, higher feedstock costs and a well-supplied market.

In our O&P-EAI segment, polymer margins declined throughout 2025 due to competition from imports, partially offset by lower feedstock costs.

In our Intermediates and Derivatives (“I&D”) segment, new octane capacity pressured oxyfuels and related products margins through most of the summer driving season.

Our APS segment delivered meaningful gains through margin improvement, portfolio optimization and increased business win rates.

In 2025, we agreed to sell certain European olefins and polyolefins assets and the associated business.

The sale is expected to close in the second quarter of 2026.

In connection with the sale, we expect to recognize a loss of approximately $700 million to $900 million upon closing, which includes a cash contribution of approximately $300 million to the sold businesses prior to closing.

During 2025, we generated $2.3 billion in cash from operating activities.

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| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cost of sales | | | | | | 27,576 | | | | | | 28,750 | | | | | | 28,435 | | | | | | | | |

| Goodwill impairments | | | | | | 972 | | | | | | — | | | | | | 252 | | | | | | | | |

| Other impairments | | | | | | 279 | | | | | | 949 | | | | | | 255 | | | | | | | | |

| Operating income (loss) | | | | | | (420) | | | | | | 1,918 | | | | | | 2,725 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

Revenues—Revenues decreased by $3,241 million, or 10%, in 2025 compared to 2024.

Lower average sales prices for many of our products resulted in an 8% decrease in revenues, while lower sales volumes driven by lower demand led to a 4% decrease.

These declines were partially offset by favorable foreign exchange impacts, which led to a 2% increase in revenues.

Cost of Sales—Cost of sales decreased by $1,174 million, or 4%, in 2025 compared to 2024, primarily due to lower feedstock and energy costs.

In 2024, cost of sales increased by $315 million, or 1%, compared to 2023, mainly driven by higher feedstock and energy costs.

After giving consideration to the reclassification of the refinery business to discontinued operations, feedstock and energy costs represent approximately 70% of total annual cost of sales over the last three years.

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Impairments—In the third quarter of 2025, a prolonged downturn in, and outlook for, the European petrochemical and global automotive industries, particularly affecting our O&P-EAI and APS segments, combined with the sustained decline in our market capitalization, drove non-cash impairment charges of $1,182 million within these segments.

Additionally, during 2025, we recognized other non-cash impairment charges of $69 million, primarily related to property, plant and equipment in our O&P-Americas and O&P-EAI segments.

SG&A Expenses—Selling, general and administrative (“SG&A”) expenses decreased by $32 million, or 2%, in 2025 compared to 2024, with approximately 70% of the decrease attributable to lower professional fees and the remainder primarily driven by reduced spending on strategic projects.

Operating Income (Loss)—Operating income decreased by $2,338 million, or 122%, in 2025 compared to 2024.

These decreases were partially offset by an increase of $324 million in our O&P EAI segment.

Operating income in our I&D segment decreased by $311 million primarily due to lower oxyfuels and related products margins, partially offset by the absence of a $192 million impairment charge recognized in 2023.

Results for our APS segment improved $213 million primarily due to impairment charges of $252 million recognized in 2023.

Our O&P‑Americas segment improved $140 million driven by improved olefins margins.

Operating income in our Technology segment increased by $4 million, reflecting higher licensing results.

Interest Income—Interest income decreased by $53 million, or 35%, in 2025 compared to 2024.

Approximately 55% of the decrease was driven by lower average cash balances invested in short-term marketable securities, with the remainder due to lower average interest rates.

Interest income increased $21 million, or 16%, in 2024 compared to 2023, primarily as a result of increased average cash balances invested in short-term marketable securities.

Throughout 2024, petrochemical markets faced headwinds from soft global demand, rising raw material costs and economic uncertainty.

Markets were broadly pressured by weak demand for durable goods, which impacted margins in the company's Olefins and Polyolefins-Americas (“O&P-Americas”), O&P-EAI and I&D segments.

Margins for our I&D and Refining segments fell due to lower crude oil prices and gasoline crack spreads.

These decreases were offset by industry cracker outages which benefited olefins margins in our O&P-Americas segment.

Margin recovery in the APS segment was limited by global declines in automotive production.

We remain committed to our balanced and disciplined capital allocation strategy.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cost of sales | | | | | | 35,738 | | | | | | 35,849 | | | | | | | | |

| Impairments | | | | | | 949 | | | | | | 518 | | | | | | | | |

| Operating income | | | | | | 1,817 | | | | | | 3,053 | | | | | | | | |

Cost of Sales—Cost of sales remained relatively unchanged, in 2024 compared to 2023.

On an annual basis, feedstock and energy related costs generally represent approximately 75% to 80% of cost of sales.

Operating Income—Operating income decreased by $1,236 million, or 40%, in 2024 compared to 2023.

In 2024, Operating income decreased for our O&P-EAI, Refining, and I&D segments by $848 million, $434 million and $311 million, respectively.

Loss from Equity Investments—Losses from equity investments increased $197 million, or 985%, in 2024 compared to 2023.

Approximately 82% of the change was driven by our O&P-EAI segment, primarily due to the recognition of a deferred tax valuation allowance charge by our Chinese joint venture.

The remaining change was primarily driven by lower polypropylene margins at our Mexican joint venture in our O&P-Americas segment.

Defined benefit pension and other postretirement benefit plans led to an increase in Comprehensive income of $95 million in 2024 compared to 2023, primarily due to actuarial gains resulting from higher-than-expected asset returns offset by a decrease in discount rates.

| Income from continuing operations | | | | | | 1,363 | | | | | | 2,126 | | | | | | | | | | | | | | | | | | | | |

| EBITDA | | | | | | $ | 3,456 | | | | | $ | 4,509 | | | | | | | | | | | | | | | | | | | |

| Refining segment | | | | | | 8,559 | | | | | | 9,714 | | | | | | | | |

| Total | | | | | | $ | 40,302 | | | | | $ | 41,107 | | | | | | | |

| Refining segment | | | | | | (213) | | | | | | 221 | | | | | | | | |

| Total | | | | | | $ | 1,817 | | | | | $ | 3,053 | | | | | | | |

| Refining segment | | | | | | 150 | | | | | | 158 | | | | | | | | |

| Total | | | | | | $ | 1,522 | | | | | $ | 1,534 | | | | | | | |

| Refining segment | | | | | | 3 | | | | | | — | | | | | | | | |

| Refining segment | | | | | | (60) | | | | | | 379 | | | | | | | | |

| Technology segment | | | | | | 379 | | | | | | 375 | | | | | | | | |

| Total | | | | | | $ | 3,456 | | | | | $ | 4,509 | | | | | | | |

EBITDA—EBITDA increased by $142 million, or 6%, in 2024 compared to 2023.

Higher olefins results led to a 19% increase in EBITDA primarily driven by higher margins resulting from higher ethylene prices due to industry cracker downtime and lower feedstock and energy cost.

Lower polymer results led to a 5% decrease in EBITDA primarily due to lower margins reflecting higher monomer cost.

During 2024 and 2023, we recognized a LIFO inventory charge of $22 million and benefit of $73 million, respectively, which resulted in a 4% decrease in EBITDA.

EBITDA decreased 2% due to lower income from equity investments reflecting lower polypropylene margins at our joint venture in Mexico.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | |

Higher average sales prices and volumes each resulted in a 2% increase in revenue primarily due to higher demand.

See Note [removed: 13] [added: 15] to the Consolidated Financial Statements for further discussion of our management of commodity price risk, foreign exchange risk and interest rate risk.

Natural gas, crude oil, [removed: utilities,] [added: utilities] and refined products, along with feedstocks for ethylene and propylene production, constitute the main commodity exposures.

We estimate that a 10% change in commodity prices as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] would change the fair value of our commodity derivative contracts by approximately [removed: $45] [added: $51] million and [removed: $36] [added: $45] million, respectively.

| Millions of euro/dollars | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | |

| Cross currency basis swaps | | | | | | € | 617 | | | | | € | 617 | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 65] [added: 73] | | | | | $ | [removed: 70] [added: 65] | |

| Cross currency swaps | | | | | | € | [removed: 750] [added: 1,625] | | | | | € | 750 | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 77] [added: 180] | | | | | $ | [removed: 81] [added: 77] | |

| Forward exchange contracts | | | | | | € | [removed: 1,550] [added: —] | | | | | € | 1,550 | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 158] [added: —] | | | | | $ | [removed: 165] [added: 158] | |

| Cross currency swaps | | | | | | € | 268 | | | | | € | [removed: 1,052] [added: 268] | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 29] [added: 32] | | | | | $ | [removed: 117] [added: 29] | |

Our policy is to maintain a balanced position in foreign currencies to minimize [removed: exchange gains and losses] [added: earnings volatility] arising from [removed: changes in] exchange [removed: rates.][added: rate fluctuations.]

Changes in the fair value of these foreign currency contracts are reported in the Consolidated Statements of Income [added: (Loss)] and offset the currency exchange results recognized on foreign currency balances.

Other income (expense), net, in the Consolidated Statements of Income [added: (Loss)] reflects net foreign currency gains of [removed: $15] [added: $6] million and [removed: losses of $34] [added: $15] million in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

As of December 31, [removed: 2024,] [added: 2025,] our foreign currency contracts that are accounted for as economic hedges mature between January [removed: 2025] [added: 2026] and October [removed: 2025,] [added: 2026,] inclusively, and have an aggregate notional amount of [removed: $772] [added: $295] million.

A 10% fluctuation compared to the U.S. dollar would have resulted in an additional impact to earnings of approximately [removed: $68] [added: $27] million and [removed: $21] [added: $68] million in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

There were no open forward-starting interest rate swaps contracts at December 31, [removed: 2024.][added: 2025.]

At December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the total notional amount of these interest rate swaps was [removed: $2,158] [added: $1,885] million and [removed: $2,171] [added: $2,158] million, respectively.

At December 31, [removed: 2024,] [added: 2025,] after giving consideration to the fixed-rate debt that we have effectively converted to variable-rate debt, approximately [removed: 81%] [added: 85%] of our debt portfolio, on a gross basis, incurred interest at a fixed-rate and the remaining [removed: 19%] [added: 15%] of the portfolio incurred interest at a variable-rate.

We estimate that a 10% change in market interest rates as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] would change the fair value of these interest rate swaps by approximately [removed: $24] [added: $16] million and [removed: $14] [added: $24] million, respectively.

*Variable-rate debt*—At December 31, [removed: 2024,] [added: 2025,] we have no borrowings under our Commercial Paper Program.

At December 31, [removed: 2024,] [added: 2025,] there were no outstanding borrowings under these facilities.

Based on our average variable-rate debt outstanding per year, we estimate that a 10% change in market interest rates as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] would not materially impact the fair value of these facilities.

These practices involve the centralization of the majority of our exposure to underlying currencies to leverage natural offsets.

[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

These practices involve the centralization of our exposure to underlying currencies that are not subject to central bank and/or country specific restrictions.

By centralizing most of our foreign currency exposure into one subsidiary, we are able to take advantage of natural offsets thereby reducing the overall impact of changes in foreign currency rates on our earnings.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

Information regarding our litigation and other legal proceedings can be found in Note [removed: 17] [added: 19] to the Consolidated Financial Statements.

*Environmental Matters*

From time to time, we and our joint ventures receive notices or inquiries from government entities regarding alleged violations of environmental laws and regulations pertaining to, among other things, the disposal, emission and storage of chemical and petroleum substances, including hazardous wastes.

U.S. Securities and Exchange Commission rules require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions that we reasonably believe could exceed $300,000.

The matters below are disclosed solely pursuant to that requirement and we do not believe that any of these proceedings will have a material impact on the Company’s Consolidated Financial Statements.

In April 2025, the State of Texas filed suit against our subsidiary, Equistar Chemicals, L.P., in Travis County District Court seeking civil penalties and injunctive relief for violations of the Texas Clean Air Act related to several alleged emission events between May 2018 and April 2021.

In May 2025, the Texas Commission on Environmental Quality issued a proposed Agreed Order to Equistar Chemicals, L.P. to resolve alleged air permitting exceedances at the La Porte Complex between 2020 and 2022.

In November 2025, the Illinois Attorney General issued a proposed Stipulation to Equistar Chemicals, L.P. to resolve alleged air exceedances at the Morris Plant between 2018 and 2024.

*Litigation and Other Matters*

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| | | | [removed: 1221 McKinney St.,] [added: 2800 Post Oak Blvd.] | | | | | | | | | 4th Floor, One Vine Street | | | | | | | | | | | | | | | | | | | | |

| | | | Suite [removed: 300] [added: 5100] | | | | | | | | | London | | | | | | | | | | | | Delftseplein 27E | | | | | | | | |

| | | | USA | | | [removed: 77010] [added: 77056] | | | | | | United Kingdom | | | | | | | | | | | | Netherlands | | | | | | | | |

| | | | (713) | | | 309-7200 | | | | | | +44 (0) | | | 207 | | | 220 2600 | | | | | | +31 (0) | | | 10 | | | [removed: 2755 500] [added: 275 5500] | | | | | |

The aggregate market value of common stock held by non-affiliates of the registrant on June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $95.66,] [added: $57.86,] was [removed: $24.8] [added: $14.8] billion.

The registrant had [removed: 323,446,166] [added: 322,169,978] ordinary shares outstanding at February [removed: 25, 2025] [added: 18, 2026] (excluding [removed: 16,976,332] [added: 18,252,520] treasury shares).

Portions of the [removed: 2025] [added: 2026] Proxy Statement, in connection with the Company’s [removed: 2025] [added: 2026] Annual Meeting of Shareholders (in Part III), as indicated herein.

| [Cautionary statement for the purposes of the “safe harbor” provisions of the Private Securities Litigation Reform Act of [removed: 1995](#i467344bad2c3468094e3ce1310abc33e_13)] [added: 1995](#ie6b193efa41a4b8e9bf2b1c487697eae_13)] | | | | | | | | | [removed: [2](#i467344bad2c3468094e3ce1310abc33e_13)] [added: [2](#ie6b193efa41a4b8e9bf2b1c487697eae_13)] | | |

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- industry production capacities and operating rates may lead to extended periods of oversupply and low [removed: profitability;][added: profitability and our future operating and financial results are dependent on the pace of global capacity rationalization;]

- changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate could increase our costs through tariffs or otherwise, limit [added: or disrupt] trade, restrict our operations and reduce our operating results;

- [added: the successful outcome of any planned sale of] our [added: assets, or our] ability to acquire or dispose of product lines, businesses, or assets could disrupt our business and harm our financial condition and results of operations;

- we may be required to reduce production or idle certain facilities because of the cyclical and volatile nature of the supply-demand balance in the chemical [removed: and refining] industries, which would negatively affect our operating results;

- our ability to execute and achieve the expected results of our value enhancement [removed: program;][added: program and cash improvement plan;]

Our customers use our plastics and chemicals to manufacture a wide range of products that people use in their everyday [removed: lives] [added: lives,] including food packaging, home furnishings, automotive components, paints and coatings.

We also develop and license chemical and polyolefin process [removed: technologies] [added: technologies,] and manufacture and sell polyolefin catalysts.

Our CLCS business is a part of our [removed: O&P-Americas] [added: Olefins] and [removed: O&P-Europe,] [added: Polyolefins-Americas and Olefins and Polyolefins-Europe,] Asia, International segments.

Our strategy is supported by an experienced leadership team, an optimized organizational structure and an ownership mindset; our [removed: strong cash generation and an investment-grade balance sheet; our] advantaged cost position and global scale; our robust Value Enhancement [removed: Program (“VEP”); and] [added: Program;] our [removed: disciplined approach to] [added: strong cash generation; and a] capital [removed: allocation.][added: allocation approach grounded in an investment grade balance sheet.]

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| [Signatures](#ie6b193efa41a4b8e9bf2b1c487697eae_301) | | | | | | | | | [134](#ie6b193efa41a4b8e9bf2b1c487697eae_301) | | |

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- our ability to maintain our investment-grade credit rating and execute our capital allocation strategy, including our ability to pay dividends;

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Strategy

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In February 2025, we ceased business operations at our Houston refinery.

Accordingly, our refining business, previously disclosed as the Refining segment, is reported as a discontinued operation.

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Shale-based NGLs provide a cost advantage over heavy liquids, particularly in the United States (“U.S.”).

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In 2024, we began construction of *MoReTec*\-1, our first industrial-scale chemical recycling plant located at our site in Wesseling, Germany.

This facility will use our proprietary *MoReTec* technology to convert hard-to-recycle mixed plastic waste into circular feedstock for producing new polymers.

This plant is expected to have an annual capacity of 50 thousand metric tons per year.

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*Other*—In 2025, we entered into an agreement for the sale of select European olefins and polyolefins assets and the associated business.

The sites to be sold were part of the previously announced European strategic assessment and are located in Berre l’Etang (France), Münchsmünster (Germany), Carrington (United Kingdom), and Tarragona (Spain).

The sale is expected to close in the second quarter of 2026.

Methanol is required for our downstream production of acetyls, some of which is converted to GAA.

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Regarding the U.S. joint venture, we operate all production facilities; Covestro’s interest represents ownership of an in-kind portion of 680 thousand tons per year of PO production.

We take, in-kind, the remaining PO production as well as all co-product production.

The parties’ rights in this joint venture are based on off-take volumes related to actual PO production, as opposed to ownership percentages.

In March 2025, we announced the permanent closure of the European PO joint venture, see Note 10 to the Consolidated Financial Statements for additional information.

SM is a co-product of our internal production of PO, and our feedstock requirements are sourced both internally and externally.

Methanol is consumed internally, along with carbon monoxide from internal productions, to produce GAA.

Based on published capacity data and including our proportionate share of our joint ventures, we believe as of December 31, 2025, we were:

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We continue to evolve our approach to sustainability.

In 2026, we updated our prior circularity and climate ambitions.

With respect to circularity, we are now aiming to produce and market 800 thousand metric tons of recycled and renewable-based polymers annually by 2030.

Production and marketing includes joint venture production we market plus our pro rata share of the remaining production produced and marketed by the joint venture, and production via third-party tolling arrangements.

Sustainability Actions in 2025.

We also completed the shutdown of refining operations at our Houston refinery in the first quarter of 2025.

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Additionally, we advocate for enabling policy support and government-backed frameworks to progress these initiatives.

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| [Signatures](#i467344bad2c3468094e3ce1310abc33e_301) | | | | | | | | | [132](#i467344bad2c3468094e3ce1310abc33e_301) | | |

Our refining business consists of our Houston refinery, which processes crude oil into refined products such as gasoline and distillates.

In March 2023, we introduced our new strategy to deliver sustainable solutions and profitable long-term growth.

- *Refining*.

Our Refining segment refines heavy, high-sulfur crude oil and other crude oils of varied types and sources available on the U.S. Gulf Coast into refined products, including gasoline and distillates.

*Other*—In 2024, we announced a strategic review of some of our European assets with the goal of strengthening our future profitability.

The review focuses on our non-core European assets including five facilities in our O&P-EAI segment located in France, Germany, the United Kingdom, Spain, and Italy.

Additionally, it encompasses the European propylene oxide (“PO”) joint venture in the Netherlands, which is included in our I&D segment.

The review is ongoing, and we remain committed to safe and efficient operations as well as delivering on our customer commitments.

In 2023, we started up a PO/TBA plant in Houston, Texas, which has the capacity to produce 470 thousand tons of PO and 1.0 million tons of TBA per year.

Natural gas (methane) is the feedstock for methanol, some of which is converted to GAA.

We operate all production facilities for the PO joint ventures.

As disclosed above, our European PO JV is included in our European strategic review.

The first joint venture provides us with production capacity of approximately 50 thousand tons of PO per year.

The second joint venture provides us with annual production capacity of approximately 140 thousand tons of PO and 300 thousand tons of SM.

Carbon monoxide and methanol are the primary raw materials required for the production of GAA.

*Other*—In May 2024, we sold our U.S. Gulf Coast-based ethylene oxide & derivatives (“EO&D”) business along with the production facility located in Bayport, TX.

Specialty powders are largely used to mold toys, industrial tanks and sporting goods.

Refining Segment

*Overview*—The primary products of our Refining segment are refined products made from heavy, high-sulfur crude oil and other crude oils of varied types and sources available on the U.S. Gulf Coast.

These refined products include gasoline and distillates.

*Sales & Marketing / Customers*—The Houston refinery’s products are primarily sold in bulk to other refiners, marketers, distributors and wholesalers at market-related prices.

Most of the Houston refinery’s products are sold under contracts with a term of one year or less or are sold in the spot market.

The Houston refinery’s products generally are transported to customers via pipelines and terminals owned and operated by other parties.

*Raw Materials*—Our Houston refinery, which is located on the Houston Ship Channel in Houston, Texas, has a crude oil processing capacity of approximately 268 thousand barrels per day on a calendar day basis (normal operating basis), or approximately 292 thousand barrels per day on a stream day basis (maximum achievable over a 24-hour period).

The Houston refinery is a full conversion refinery designed to refine heavy, high-sulfur crude oil.

This crude oil is more viscous and denser than traditional crude oil and contains higher concentrations of sulfur and heavy metals, making it more difficult to refine into gasoline and other high-value fuel products.

As a result, high-sulfur crude oil has historically been less costly to purchase than light, low-sulfur crude oil.

U.S. production is predominantly light sweet crude and much of the heavy crude used in production has generally been imported from Canada, Mexico and other global producers, and has at times been subject to supply disruptions.

We purchase the crude oil used as a raw material for the Houston refinery on the open market on a spot basis and under a number of supply agreements with regional producers, generally with terms varying from three months to one year.

*Industry Dynamics / Competition*—Our refining competitors are major integrated oil companies, refineries owned or controlled by foreign governments and independent domestic refiners.

Based on published data, as of November 2024, there were 126 operable crude oil refineries in the U.S., and total U.S. refinery capacity was approximately 18 million barrels per day.

During 2024, the Houston refinery processed an average of approximately 237 thousand barrels per day of heavy crude oil.

Our refining operations compete for the purchases of crude oil based on price and quality.

Supply disruptions could impact the availability and pricing.

We compete in gasoline and distillate markets as a bulk supplier of fungible products satisfying industry and government specifications.

Competition is based on price and location.

The markets for fuel products tend to be volatile as well as cyclical due to supply and demand fundamentals and changing crude oil and refined product prices.

Crude oil prices are impacted by worldwide political events, the economics of exploration and production and refined products demand.

Our cybersecurity program is [added: based on the National Institute of Standards and Technology Cybersecurity Framework and is] certified to the International Organization for Standardization ISO 27001, a standard for information security management, which covers key areas of management, technical and physical controls, legal, compliance and business continuity management.

The CISO has a Master of Science degree in Cybersecurity Operations, is certified as an information security professional with the International Information System Security Certification Consortium [removed: (ISC2)] [added: (“ISC2”)] and International Association of Privacy Professionals, and has over thirty years of leadership experience in technology, systems architecture, and cybersecurity.

In [removed: 2024,] [added: 2025,] management provided a detailed cybersecurity update to the Board and led discussions on specific cybersecurity and process control topics at its May meeting.

- an established program based on the MITRE ATT&CK framework for [removed: dealing with] [added: managing] ransomware and other cybersecurity incidents;

[removed: In addition, in 2024, management conducted] [added: We continued to conduct] ransomware simulation exercises and engaged outside consultants to perform external perimeter penetration testing.

As of February [removed: 27, 2025,] [added: 20, 2026,] we do not believe that any cybersecurity threats, including those resulting from any previous cybersecurity incidents, have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, results of operations or financial condition.

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To further advance cybersecurity awareness, we adopted behavior-based education that helps improve employee’s performance identifying and reporting fraudulent email and voice fraud.

- regular internal audits of our IT infrastructure and information security management systems to ensure compliance and continuous improvement;

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In addition, in 2025, we performed an external maturity assessment of our cybersecurity program to align and compare against our industry and peers.

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The Board also attended a training session led by outside counsel on the challenges public companies face with respect to cybersecurity and ransomware attacks in November.

To further advance cybersecurity awareness, we are developing solutions to mitigate the impact of third-party fraudulent cyber activity, including public facing portals for potential and current partners with capability to report suspected phishing.

- regular technical risk assessments of our network, applications and manufacturing facilities, using a combination of trusted suppliers and a dedicated, objective team;

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The payment of dividends or distributions in the future will be subject to the requirements of Dutch law and the discretion [added: and approval] of our Board of Directors.

We intend to continue to declare and pay quarterly [removed: dividends, with the goal of increasing the dividend over time,] [added: dividends] after giving consideration to our cash balances and expected results from operations.

[removed: However,] [added: Our focus on funding our dividends is balanced with our commitment to maintain an investment grade balance sheet as part of our capital allocation strategy and] there can be no assurance that any dividends or distributions will be declared or paid in the future.

As of February [removed: 25, 2025,] [added: 18, 2026,] there were approximately 5,000 record holders of our shares, including Cede & Co. as nominee of the Depository Trust Company.

The graph below shows the relative investment performance of LyondellBasell Industries N.V. shares, the S&P 500 Index and the S&P 500 Chemicals Index since December 31, [removed: 2019.][added: 2020.]

The graph assumes that $100 was invested on December 31, [removed: 2019] [added: 2020] and any dividends paid were reinvested at the date of payment.

[removed: ][added: ]

| | | | | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | | | | | [removed: 12/31/2024] [added: 12/31/2025] | | |

On May [removed: 24, 2024,] [added: 23, 2025,] our shareholders approved a share repurchase authorization of up to 34.0 million ordinary shares, through November [removed: 24, 2025,] [added: 23, 2026,] which superseded any prior repurchase authorizations.

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| LyondellBasell Industries N.V. | | | | | | | | | $100.00 | | | | | | $105.07 | | | | | | $104.04 | | | | | | $125.57 | | | | | | $103.74 | | | | | | $66.44 | | |

| S&P 500 Index | | | | | | | | | $100.00 | | | | | | $128.71 | | | | | | $105.40 | | | | | | $133.10 | | | | | | $166.40 | | | | | | $196.16 | | |

| S&P 500 Chemicals Index | | | | | | | | | $100.00 | | | | | | $125.91 | | | | | | $111.73 | | | | | | $124.07 | | | | | | $123.81 | | | | | | $122.44 | | |

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| LyondellBasell Industries N.V. | | | | | | | | | $100.00 | | | | | | $102.64 | | | | | | $107.84 | | | | | | $106.79 | | | | | | $128.89 | | | | | | $106.49 | | |

| S&P 500 Index | | | | | | | | | $100.00 | | | | | | $118.40 | | | | | | $152.39 | | | | | | $124.79 | | | | | | $157.59 | | | | | | $197.02 | | |

| S&P 500 Chemicals Index | | | | | | | | | $100.00 | | | | | | $118.05 | | | | | | $148.63 | | | | | | $131.89 | | | | | | $146.45 | | | | | | $146.15 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2024 Period | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | | |

| October 1 - October 31 | | | — | | | | | | $ | — | | | | | — | | | | | | 32,820,080 | | |

| November 1 - November 30 | | | 384,698 | | | | | | $ | 85.80 | | | | | 384,698 | | | | | | 32,435,382 | | |

| December 1 - December 31 | | | 629,480 | | | | | | $ | 75.47 | | | | | 629,480 | | | | | | 31,805,902 | | |

| Total | | | 1,014,178 | | | | | | $ | 79.39 | | | | | 1,014,178 | | | | | | 31,805,902 | | |

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[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

| [Management’s Report on Internal Control over Financial [removed: Reporting](#i467344bad2c3468094e3ce1310abc33e_157)] [added: Reporting](#ie6b193efa41a4b8e9bf2b1c487697eae_157)] | | | [removed: [56](#i467344bad2c3468094e3ce1310abc33e_157)] [added: [55](#ie6b193efa41a4b8e9bf2b1c487697eae_157)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i467344bad2c3468094e3ce1310abc33e_160)] [added: Firm](#ie6b193efa41a4b8e9bf2b1c487697eae_160)] (PCAOB ID 238) | | | [removed: [57](#i467344bad2c3468094e3ce1310abc33e_160)] [added: [56](#ie6b193efa41a4b8e9bf2b1c487697eae_160)] | | |

| [Consolidated Statements of [removed: Income](#i467344bad2c3468094e3ce1310abc33e_163)] [added: Income (Loss)](#ie6b193efa41a4b8e9bf2b1c487697eae_163)] | | | [removed: [59](#i467344bad2c3468094e3ce1310abc33e_163)] [added: [59](#ie6b193efa41a4b8e9bf2b1c487697eae_163)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i467344bad2c3468094e3ce1310abc33e_166)] [added: Income (Loss)](#ie6b193efa41a4b8e9bf2b1c487697eae_166)] | | | [removed: [60](#i467344bad2c3468094e3ce1310abc33e_166)] [added: [60](#ie6b193efa41a4b8e9bf2b1c487697eae_166)] | | |

| [Consolidated Balance [removed: Sheets](#i467344bad2c3468094e3ce1310abc33e_169)] [added: Sheets](#ie6b193efa41a4b8e9bf2b1c487697eae_169)] | | | [removed: [61](#i467344bad2c3468094e3ce1310abc33e_169)] [added: [61](#ie6b193efa41a4b8e9bf2b1c487697eae_169)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i467344bad2c3468094e3ce1310abc33e_175)] [added: Flows](#ie6b193efa41a4b8e9bf2b1c487697eae_175)] | | | [removed: [63](#i467344bad2c3468094e3ce1310abc33e_175)] [added: [63](#ie6b193efa41a4b8e9bf2b1c487697eae_175)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i467344bad2c3468094e3ce1310abc33e_178)] [added: Equity](#ie6b193efa41a4b8e9bf2b1c487697eae_178)] | | | [removed: [65](#i467344bad2c3468094e3ce1310abc33e_178)] [added: [65](#ie6b193efa41a4b8e9bf2b1c487697eae_178)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i467344bad2c3468094e3ce1310abc33e_184)] [added: Statements](#ie6b193efa41a4b8e9bf2b1c487697eae_184)] | | | [removed: [66](#i467344bad2c3468094e3ce1310abc33e_184)] [added: [66](#ie6b193efa41a4b8e9bf2b1c487697eae_184)] | | |

We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

We have audited the accompanying consolidated balance sheets of LyondellBasell Industries N.V. and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of [removed: income,] [added: income (loss),] of comprehensive [removed: income,] [added: income (loss),] of shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As described in Notes [removed: 2, 9, 10,and 16] [added: 2 and 18] to the consolidated financial statements, as of December 31, [removed: 2024,] [added: 2025,] the Company has recorded [removed: an income tax provision of $ 240 million, income tax receivables of $79 million, income tax payables of $311 million, and net deferred tax] liabilities of [removed: $2,276 million related to which they have reported $236] [added: $239] million [removed: of] [added: for] unrecognized tax benefits.

The principal considerations for our determination that performing procedures relating to the [removed: provision] [added: identification and recognition of liabilities] for unrecognized tax benefits is a critical audit matter are (i) the significant judgment by management when determining [removed: provisions for unrecognized tax benefits, including a high degree of estimation uncertainty relative to] the [removed: complexity of tax laws, frequency of tax audits, and potential] [added: liabilities] for [removed: adjustments as a result of such] [added: unrecognized] tax [removed: audits;] [added: benefits;] (ii) a high degree of auditor judgment, [removed: subjectivity] [added: subjectivity,] and effort in performing procedures and evaluating [removed: management’s timely identification of tax uncertainties;] [added: audit evidence relating to these liabilities;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the identification and recognition of the liabilities for unrecognized tax [removed: benefits and controls addressing completeness of the uncertain tax positions.][added: benefits.]

These procedures also included, among [removed: others] [added: others, evaluating] (i) [removed: testing] management’s assessment of the technical merits of tax positions and [removed: estimates] [added: estimate] of the [removed: amount of] tax benefit [removed: expected to be] [added: that is more likely than not of being] sustained; (ii) [removed: testing the completeness of] management’s assessment of both the identification and possible outcomes of uncertain tax positions; and (iii) [removed: evaluating] the status and results of tax [removed: audits with the relevant tax authorities.][added: audits.]

Professionals with specialized skill and knowledge were used to assist in evaluating [removed: the completeness] [added: (i) management’s assessment] of the [removed: Company’s] [added: identification of] uncertain tax [removed: positions, including evaluating] [added: positions; (ii)] the reasonableness of management’s assessment of whether tax positions are more likely than not of being [removed: sustained and the amount of potential benefit to be realized, as well as the determination] [added: sustained;] and [added: (iii)] the application of relevant tax [removed: laws.][added: laws and regulations.]

CONSOLIDATED STATEMENTS OF [removed: INCOME][added: INCOME (LOSS)]

| | | | Year Ended December 31, | | | | | | | | | [removed: | | | | | |]

| Millions of dollars, except earnings [added: (loss)] per share | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Related parties | | | [removed: 634] [added: 572] | | | | | | [removed: 614] [added: 634] | | | | | | [removed: 1,012] [added: 614] | | |

| Impairments | | | [removed: 949] [added: 1,251] | | | | | | [removed: 518] [added: 949] | | | | | | [removed: 69] [added: 518] | | |

| Selling, general and administrative expenses | | | [removed: 1,663] [added: 6] | | | | | | [removed: 1,557] [added: 20] | | | | | | [removed: 1,310] [added: 18] | | |

| Research and development expenses | | | [removed: 135] [added: 136] | | | | | | [removed: 130] [added: 135] | | | | | | [removed: 124] [added: 130] | | |

| Interest expense | | | [removed: (481)] [added: (487)] | | | | | | [removed: (477)] [added: (481)] | | | | | | [removed: (287)] [added: (477)] | | |

| Interest income | | | [removed: 150] [added: 97] | | | | | | [removed: 129] [added: 150] | | | | | | [removed: 29] [added: 129] | | |

| Gain on sale of business | | | [removed: 284] [added: —] | | | | | | — | | | | | | [added: (284) | | | | | |] — | | | [added: | | | | | | | | | — | | | | | | — | | | | | | (284) | | |]

| Other income (expense), net | | | [removed: 50] [added: 16] | | | | | | [removed: (58)] [added: 6] | | | | | | [removed: (72)] [added: (5)] | | |

| Income [added: (loss)] from continuing operations before equity investments and income taxes | | | [removed: 1,820] [added: (703)] | | | | | | [removed: 2,647] [added: 1,918] | | | | | | [removed: 4,771] [added: 2,319] | | |

| [removed: (Loss) income] [added: (Income) loss] from equity investments | | | [removed: (217)] [added: (13)] | | | | | | [removed: (20)] [added: 217] | | | | | | [removed: 5] [added: 13] | | | [added: | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 217 | | |]

| [removed: Income] [added: Income (loss)] from continuing operations before income [removed: taxes | | | 1,603 | | |] [added: taxes:] | | | [removed: 2,627] | | | | | | [removed: 4,776] | | |

| [removed: Provision] [added: Provision] for income [removed: taxes | | | 240 | | |] [added: taxes] | | | [removed: 501] [added: $] | [added: 70] | | | | | [removed: 882] [added: (9.8)] | | [added: %] |

| Income [added: (loss)] from continuing operations [removed: | | | 1,363 | | |] [added: before income taxes:] | | | [removed: 2,126] | | | | | | [removed: 3,894] | | |

| Income (loss) from discontinued operations, net of tax | | | [removed: 4] [added: 47] | | | | | | [removed: (5)] [added: (75)] | | | | | | [removed: (5)] [added: 255] | | |

| [removed: Net income] [added: Net income] | | | [added: — | | | | | | — | | | | | | — | | | | | |] 1,367 | | | | | | [removed: 2,121] [added: —] | | | | | | [removed: 3,889] [added: 1,367] | | | [added: | | | — | | | | | | | | |]

[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

*Income Taxes – Identification and recognition of liabilities for Unrecognized Tax Benefits*

As disclosed by management, the determination of the provision for income taxes and the calculation of tax benefits and liabilities is subject to management’s estimates and judgments due to the complexity of the tax laws and regulations in the tax jurisdictions in which the Company operates.

*Interim Goodwill Impairment Test – A Certain Reporting Unit within the Advanced Polymer Solutions (APS) Segment*

As described in Notes 2 and 9 to the consolidated financial statements, the Company’s goodwill balance was $708 million as of December 31, 2025.

Management first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.

In the third quarter of 2025, management identified a triggering event requiring a quantitative interim impairment test of goodwill within the APS segment, and as a result, recognized a goodwill impairment charge of $572 million, a majority of which relates to a certain reporting unit.

As disclosed by management, the impairment recognized in the APS segment resulted in a full write-down of goodwill for this segment.

Under the quantitative impairment test, the fair value of each reporting unit is calculated using a discounted cash flow model.

This approach involves judgment, utilizing assumptions that are not readily observable, including projected operating results, economic conditions, expected cash flows, EBITDA growth rates, terminal values, and discount rates.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment test of a certain reporting unit within the APS segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of a certain reporting unit within the APS segment; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to the discount rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment tests, including controls over the valuation of a certain reporting unit within the APS segment.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of a certain reporting unit within the APS segment; (ii) evaluating the appropriateness of the discounted cash flow models used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow models; and (iv) evaluating the reasonableness of the significant assumption used by management related to the discount rates.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow models and (ii) the reasonableness of the discount rate assumption.

[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

| Trade | | | $ | 29,581 | | | | | $ | 32,760 | | | | | $ | 32,722 | |

| | | | 30,153 | | | | | | 33,394 | | | | | | 33,336 | | |

| Cost of sales | | | 27,576 | | | | | | 28,750 | | | | | | 28,435 | | |

| Goodwill impairments | | | 972 | | | | | | — | | | | | | 252 | | |

| Other impairments | | | 279 | | | | | | 949 | | | | | | 255 | | |

| Selling, general and administrative expenses | | | 1,610 | | | | | | 1,642 | | | | | | 1,539 | | |

| | | | 30,573 | | | | | | 31,476 | | | | | | 30,611 | | |

| Operating income (loss) | | | (420) | | | | | | 1,918 | | | | | | 2,725 | | |

| Provision for income taxes | | | 70 | | | | | | 259 | | | | | | 433 | | |

| Income (loss) from continuing operations | | | (785) | | | | | | 1,442 | | | | | | 1,866 | | |

| Continuing operations | | | $ | (2.48) | | | | | $ | 4.40 | | | | | $ | 5.70 | |

| Discontinued operations | | | 0.14 | | | | | | (0.24) | | | | | | 0.78 | | |

| Continuing operations | | | $ | (2.48) | | | | | $ | 4.39 | | | | | $ | 5.68 | |

| Discontinued operations | | | 0.14 | | | | | | (0.24) | | | | | | 0.78 | | |

[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

| Net income (loss) | | | $ | (738) | | | | | $ | 1,367 | | | | | $ | 2,121 | |

| Gain on sale of assets | | | (112) | | | | | | (36) | | | | | | — | | |

| Proceeds from sale of assets | | | 131 | | | | | | 68 | | | | | | — | | |

[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

| | | | | | |

| --- | --- | --- | --- | --- | --- |

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

*Taxation - Provisions for unrecognized tax benefits*

As a result, there is an uncertainty in income taxes recognized in the Company’s consolidated financial statements.

As disclosed by management, there continues to be increased attention to the tax practices of multinational companies, in particular in the U.S. and Europe where the Company operates.

| | | | February 27, 2025 | | |

| Trade | | | $ | 39,668 | | | | | $ | 40,493 | | | | | $ | 49,439 | |

| | | | 40,302 | | | | | | 41,107 | | | | | | 50,451 | | |

| Cost of sales | | | 35,738 | | | | | | 35,849 | | | | | | 43,847 | | |

| | | | 38,485 | | | | | | 38,054 | | | | | | 45,350 | | |

| Operating income | | | 1,817 | | | | | | 3,053 | | | | | | 5,101 | | |

| Continuing operations | | | $ | 4.15 | | | | | $ | 6.50 | | | | | $ | 11.86 | |

| Continuing operations | | | $ | 4.14 | | | | | $ | 6.48 | | | | | $ | 11.83 | |

| Net collateral received from interest rate derivatives | | | — | | | | | | — | | | | | | 238 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2021 | | | $ | 19 | | | | | $ | (965) | | | | | $ | 6,044 | | | | | $ | 8,563 | | | | | $ | (1,803) | | | | | $ | 11,858 | | | | | $ | 14 | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 3,889 | | | | | | — | | | | | | 3,889 | | | | | | — | | | | | | | | |

| Dividends - common stock ($5.27 per share) | | | — | | | | | | — | | | | | | — | | | | | | (1,720) | | | | | | *—* | | | | | | (1,720) | | | | | | — | | | | | | | | |

| 3. | | | [Revenues](#i467344bad2c3468094e3ce1310abc33e_196) | | | [76](#i467344bad2c3468094e3ce1310abc33e_196) | | |

| 5. | | | [Accounts Receivable](#i467344bad2c3468094e3ce1310abc33e_205) | | | [78](#i467344bad2c3468094e3ce1310abc33e_205) | | |

| 6. | | | [Inventories](#i467344bad2c3468094e3ce1310abc33e_208) | | | [78](#i467344bad2c3468094e3ce1310abc33e_208) | | |

| 11. | | | [Debt](#i467344bad2c3468094e3ce1310abc33e_223) | | | [85](#i467344bad2c3468094e3ce1310abc33e_223) | | |

| 12. | | | [Leases](#i467344bad2c3468094e3ce1310abc33e_229) | | | [88](#i467344bad2c3468094e3ce1310abc33e_229) | | |

| 16. | | | [Income Taxes](#i467344bad2c3468094e3ce1310abc33e_247) | | | [108](#i467344bad2c3468094e3ce1310abc33e_247) | | |

We record equity losses in excess of the carrying amount of an investment only when we guarantee obligations or we are otherwise committed to provide further financial support to the affiliate.

The European PO Joint Venture owns a PO/SM plant in which each partner is entitled to 50% of the annual in-kind cost-based PO and SM production.

*Segment Disclosures*—In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*.

The guidance improves the disclosures about a public entity’s reportable segments and addresses requests from investors for additional, detailed information about a reportable segment’s expenses.

We intend to adopt the new guidance to our Income Tax Disclosures in 2025, when effective.

Our refining business consists of our Houston refinery, which processes crude oil into refined products such as gasoline and distillates.

| Olefins and co-products | | | $ | 3,889 | | | | | $ | 3,508 | | | | | $ | 4,782 | |

| Refined products | | | 8,080 | | | | | | 9,179 | | | | | | 10,975 | | |

| Total | | | $ | 40,302 | | | | | $ | 41,107 | | | | | $ | 50,451 | |

| Mexico | | | 1,757 | | | | | | 1,642 | | | | | | 2,042 | | |

| Other | | | 8,821 | | | | | | 8,836 | | | | | | 10,026 | | |

The review is ongoing, and we remain committed to safe and efficient operations as well as delivering on our customer commitments.

*Discontinued Operations*—We began reporting the Berre refinery as a discontinued operation in the second quarter of 2012.

The estimated cost and associated cash flows pertaining to the final closure and dismantlement of our Berre refinery from the Prefect of Bouches du Rhone are not deemed to be material.

We anticipate the exit of our Houston refinery operations will be substantially completed in the first quarter of 2025.

Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of December 31, [removed: 2024,] [added: 2025,] the end of the period covered by this Annual Report on Form 10-K.

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in our fourth fiscal quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of our Section 16 officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

[Table of [removed: Contents](#i467344bad2c3468094e3ce1310abc33e_10)][added: Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)]

We have posted copies of these codes on the [removed: “Corporate Governance”] [added: “Investors”] section of our website at www.LyondellBasell.com (within the [removed: Investor Relations] [added: governance] section).

Any amendments to, or waivers from, the codes that apply to our executive officers and directors will be posted on [removed: the “Corporate Governance” section of] our website.

All other information required by this Item will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual General Meeting of Shareholders and is incorporated herein by reference.*

All information required by this Item will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual General Meeting of Shareholders and is incorporated herein by reference.*

All information required by this Item will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual General Meeting of Shareholders and is incorporated herein by reference.*

All information required by this Item will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual General Meeting of Shareholders and is incorporated herein by reference.*

All information required by this Item will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual General Meeting of Shareholders and is incorporated herein by reference.*

| * | | | *Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our [removed: 2025] [added: 2026] Proxy Statement are not deemed to be a part of this Annual Report on Form 10-K or deemed to be filed with the Commission as a part of this report.* | | |

[Table of [removed: Contents](#i467344bad2c3468094e3ce1310abc33e_10)][added: Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)]

| | | | Exhibit Number | | | | | | Description | | | [added: | | |]

| | | | 3 | | | | | | [Articles of Association of LyondellBasell Industries N.V., as amended on June 1, 2018 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed with the SEC on June 5, 2018)](https://www.sec.gov/Archives/edgar/data/1489393/000119312518183600/d557069dex31.htm) | | | [added: | | |]

| | | | [removed: 4.1*] [added: 4.1] | | | | | | [Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934](https://www.sec.gov/Archives/edgar/data/1489393/000148939325000008/a2024q4exhibit41.htm) [added: [](https://www.sec.gov/Archives/edgar/data/1489393/000148939325000008/a2024q4exhibit41.htm)[(incorporated by reference to Exhibit 4.1 of our Annual Report on Form 10-K filed with the SEC on February 2](https://www.sec.gov/Archives/edgar/data/1489393/000148939325000008/a2024q4exhibit41.htm)[7](https://www.sec.gov/Archives/edgar/data/1489393/000148939325000008/a2024q4exhibit41.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1489393/000148939325000008/a2024q4exhibit41.htm)[5](https://www.sec.gov/Archives/edgar/data/1489393/000148939325000008/a2024q4exhibit41.htm)[)](https://www.sec.gov/Archives/edgar/data/1489393/000148939325000008/a2024q4exhibit41.htm)] | | | [added: | | |]

| | | | 4.2 | | | | | | [Specimen certificate for Class A ordinary shares, par value €0.04 per share, of LyondellBasell Industries N.V. (incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K filed with the SEC on February 16, 2016)](https://www.sec.gov/Archives/edgar/data/1489393/000119312516465311/d131519dex41.htm) | | | [added: | | |]

| | | | 4.3 | | | | | | [Registration Rights Agreement by and among LyondellBasell Industries N.V. and the Holders (as defined therein), dated as of April 30, 2010 (incorporated by reference to Exhibit 4.7 to Amendment No. 2 to Form 10 filed with the SEC on July 26, 2010)](https://www.sec.gov/Archives/edgar/data/1489393/000119312510166134/dex47.htm) | | | [added: | | |]

| | | | 4.4 | | | | | | [Second Amended and Restated Nomination Agreement, dated June 1, 2018, between AI International Chemicals S.à R.L. and LyondellBasell Industries N.V. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on June 5, 2018)](https://www.sec.gov/Archives/edgar/data/1489393/000119312518183600/d557069dex101.htm) | | | [added: | | |]

| | | | 4.5 | | | | | | [Indenture, between LyondellBasell Industries N.V. as Company [removed: and](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm) [Computershare] [added: and Computershare] Trust Company, N.A., as Trustee (as [removed: suc](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm)[cessor to](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm) [Wells] [added: successor to Wells] Fargo Bank, National [removed: Association](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm) [dated] [added: Association), dated] as of March 5, 2015 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on March 5, 2015)](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm) | | | [added: | | |]

| | | | 4.6 | | | | | | [Officer’s Certificate of LyondellBasell Industries, N.V. relating to the 4.625% Senior Notes due 2055, dated as of March 5, 2015 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on March 5, 2015)](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex42.htm) | | | [added: | | |]

| | | | 4.7 | | | | | | [Form of LyondellBasell Industries N.V.’s 4.625% Senior Notes due 2055 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on March 5, 2015 and included in Exhibit 4.2 [removed: thereto)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex42.htm)] [added: thereto)](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex42.htm)] | | | [added: | | |]

| | | | 4.8 | | | | | | [Indenture, among LYB International Finance B.V., as issuer, LyondellBasell Industries N.V., as guarantor, and](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm) [Computershare Trust Company, N.A., as [removed: Trus](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)[tee] [added: Trustee] (as [removed: s](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)[uccess](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)[or] [added: successor] to](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm) [Wells Fargo Bank, National [removed: Association](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm) [dated] [added: Association), dated] as of July 16, 2013 (incorporated by reference to [removed: Exhi](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)[bit] [added: Exhibit] 4.1 to our Form 8-K filed with the SEC on July 16, 2013)](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm) | | | [added: | | |]

| | | | 4.9 | | | | | | [Officer’s Certificate of LYB International Finance B.V. relating to the 5.250% Guaranteed Notes due 2043, dated as of July 16, 2013 (incorporated by reference to Exhibit 4.3 to our Form 8-K filed with the SEC on July 16, 2013)](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm) | | | [added: | | |]

| | | | 4.10 | | | | | | [Form of LYB International Finance B.V.’s 5.250% Guaranteed Notes due 2043 (incorporated by reference to Exhibit 4.3 to our Form 8-K filed with the SEC on July 16, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm)] | | | [added: | | |]

[Table of [removed: Contents](#i467344bad2c3468094e3ce1310abc33e_10)][added: Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)]

| | | | 4.11 | | | | | | [Officer’s Certificate of LYB International Finance B.V. relating to the 4.875% Guaranteed Notes due 2044, dated as of February 28, 2014 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on February 28. 2014)](https://www.sec.gov/Archives/edgar/data/1489393/000119312514074841/d683594dex42.htm) | | | [added: | | |]

| | | | 4.12 | | | | | | [Form of LYB International Finance B.V.’s 4.875% Guaranteed Notes due 2044 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on February 28. [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1489393/000119312514074841/d683594dex42.htm)] [added: 2014)](https://www.sec.gov/Archives/edgar/data/1489393/000119312514074841/d683594dex42.htm)] | | | [added: | | |]

| | | | 4.13 | | | | | | [Indenture, among LYB International Finance II B.V., as Issuer, LyondellBasell Industries N.V., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, dated as of March 2, 2016 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on March 2, 2016)](https://www.sec.gov/Archives/edgar/data/1489393/000119312516490202/d153107dex41.htm) | | | [added: | | |]

| | | | 4.14 | | | | | | [Officer’s Certificate of LYB International Finance II B.V. relating to the 3.500% Guaranteed Notes due 2027, dated as of March 2, 2017 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on March 2, 2017)](https://www.sec.gov/Archives/edgar/data/1489393/000119312517067870/d355898dex42.htm) | | | [added: | | |]

| | | | 4.15 | | | | | | [Form of LYB International Finance II B.V.’s 3.500% Guaranteed Notes due 2027 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on March 2, 2017 and included in Exhibit A thereto](https://www.sec.gov/Archives/edgar/data/1489393/000119312517067870/d355898dex42.htm)) | | | [added: | | |]

| | | | 4.16 | | | | | | [Supplemental Indenture, among LYB International Finance II B.V., as Issuer, LyondellBasell Industries N.V., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, dated as of September 17, 2019 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on September 17, 2019)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000052/exhibit42.htm) | | | [added: | | |]

| | | | 4.17 | | | | | | [Form of LYB International Finance II B.V.’s 0.875% Guaranteed Notes due 2026 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on September 17, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000052/exhibit42.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000052/exhibit42.htm)] | | | [added: | | |]

| | | | 4.18 | | | | | | [Form of LYB International Finance II B.V.’s 1.625% Guaranteed Notes due 2031 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on September 17, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000052/exhibit42.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000052/exhibit42.htm)] | | | [added: | | |]

| | | | 4.19 | | | | | | [Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, [removed: and](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm) [Computershare] [added: and Computershare] Trust Company, N.A., as Trustee (as successor [removed: to](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm) [Wells] [added: to Wells] Fargo Bank, National [removed: Association](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm)[)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm)[,](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm) [dated] [added: Association), dated] as of October 10, 2019 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on October 10, 2019)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm) | | | [added: | | |]

| | | | 4.20 | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to the 4.200% Guaranteed Notes due 2049, dated as of October 10, 2019 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 10, 2019)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit42bringdown.htm) | | | [added: | | |]

| | | | 4.21 | | | | | | [Form of LYB International Finance III, LLC’s 4.200% Guaranteed Notes due 2049 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 10, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit42bringdown.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit42bringdown.htm)] | | | [added: | | |]

| | | | 4.22 | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to the 3.375% Guaranteed Notes due 2030, and 4.200% Guaranteed Notes due 2050 dated as of April 20, 2020 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2020)](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm) | | | [added: | | |]

| | | | 4.23 | | | | | | [Form of LYB International Finance III, LLC’s 3.375% Guaranteed Notes due 2030 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm)] | | | [added: | | |]

| | | | 4.24 | | | | | | [Form of LYB International Finance III, LLC’s 4.200% Guaranteed Notes due 2050 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm)] | | | [added: | | |]

| | | | 4.25 | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to the [removed: 1.250% Guaranteed Notes due 2025,] 2.250% Guaranteed Notes due 2030, 3.375% Guaranteed Notes due 2040, 3.625% Guaranteed Notes due 2051, and 3.800% Guaranteed Notes due 2060, dated as of October 8, 2020 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm) | | | [added: | | |]

| | | | 4.26 | | | | | | [Form of LYB International Finance III, LLC’s [removed: 1.250%] [added: 2.250%] Guaranteed Notes due [removed: 2025] [added: 2030] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] | | | [added: | | |]

| | | | 4.27 | | | | | | [Form of LYB International Finance III, LLC’s [removed: 2.250%] [added: 3.375%] Guaranteed Notes due [removed: 2030] [added: 2040] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] | | | [added: | | |]

| | | | 4.28 | | | | | | [Form of LYB International Finance III, LLC’s [removed: 3.375%] [added: 3.625%] Guaranteed Notes due [removed: 2040] [added: 2051] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] | | | [added: | | |]

| | | | 4.29 | | | | | | [Form of LYB International Finance III, LLC’s [removed: 3.625%] [added: 3.800%] Guaranteed Notes due [removed: 2051] [added: 2060] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] | | | [added: | | |]

| | | | [removed: 4.30] [added: 4.36] | | | | | | [Form of LYB International Finance III, LLC’s [removed: 3.800%] [added: 6.150%] Guaranteed Notes due [removed: 2060 (incorporated] [added: 2035](https://www.sec.gov/Archives/edgar/data/1489393/000110465925049424/tm2514631d1_ex4-3.htm) [(incorporated] by reference to Exhibit [removed: 4.2 to] [added: 4.](https://www.sec.gov/Archives/edgar/data/1489393/000110465925049424/tm2514631d1_ex4-3.htm)[3](https://www.sec.gov/Archives/edgar/data/1489393/000110465925049424/tm2514631d1_ex4-3.htm) [to] our Current Report on Form 8-K filed with the SEC on [removed: October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] [added: May 15, 2025)](https://www.sec.gov/Archives/edgar/data/1489393/000110465925049424/tm2514631d1_ex4-3.htm)[.](https://www.sec.gov/Archives/edgar/data/1489393/000110465925049424/tm2514631d1_ex4-3.htm)] | | | [added: | | |]

| | | | [removed: 4.31] [added: 4.30] | | | | | | [Supplemental Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, Computershare Trust Company, N.A., as Base Trustee (as successor to Wells Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of May 17, 2023 (incorporated by reference to Exhibit 4.44 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-261639) filed with the SEC on May 17, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000110465923061636/tm2310507d2_ex4-44.htm) | | | [added: | | |]

| | | | [removed: 4.32] [added: 4.31] | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to the 5.625% Guaranteed Notes due 2033, dated as of May 19, 2023 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on May 19, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000110465923062721/tm2316291d1_ex4-3.htm) | | | [added: | | |]

| | | | [removed: 4.33] [added: 4.32] | | | | | | [Form of LYB International Finance III, LLC’s 5.625% Guaranteed Notes due 2033 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on May 19, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000110465923062721/tm2316291d1_ex4-3.htm) | | | [added: | | |]

| | | | [removed: 4.34] [added: 4.33] | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to the 5.500% Guaranteed Notes due 2034, dated as of February 28, 2024 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on February [removed: 2](https://www.sec.gov/Archives/edgar/data/1489393/000110465924028717/tm247352d1_ex4-3.htm)[8](https://www.sec.gov/Archives/edgar/data/1489393/000110465924028717/tm247352d1_ex4-3.htm)[,] [added: 28,] 2024)](https://www.sec.gov/Archives/edgar/data/1489393/000110465924028717/tm247352d1_ex4-3.htm) | | | [added: | | |]

| | | | [removed: 4.35] [added: 4.34] | | | | | | [Form of LYB International Finance III, LLC’s 5.500% Guaranteed Notes due 2034 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on February 28, 2024)](https://www.sec.gov/Archives/edgar/data/1489393/000110465924028717/tm247352d1_ex4-3.htm) | | | [added: | | |]

| | | | 10.1+ | | | | | | [Offer Letter dated December 8, 2021 between Peter Vanacker and LyondellBasell Industries N.V. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 13, 2021)](https://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-1.htm) | | | [added: | | |]

| | | | 10.2+ | | | | | | [Offer Letter dated [removed: October 10,] [added: May 17,] 2019 between [removed: Michael McMurray] [added: Torkel Rhenman] and Lyondell Chemical Company (incorporated by reference to Exhibit [removed: 10.1 to] [added: 10.7 of] our [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed with the SEC on [removed: October 15, 2019)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000060/exh101.htm)] [added: February 20, 2020)](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit107.htm)] | | | [added: | | |]

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[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

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| | | | 19* | | | | | | [Policy Prohibiting Insider Trading](https://www.sec.gov/Archives/edgar/data/1489393/000148939325000008/a2024q4exhibit19.htm) | | |

[Table of [removed: Contents](#i467344bad2c3468094e3ce1310abc33e_10)][added: Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)]

| Date: | | | February [removed: 27, 2025] [added: 20, 2026] | | | | | | | | | | | |

| */s/ Peter Vanacker* | | | | | | Chief Executive Officer and Director | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| */s/ [removed: Michael C. McMurray*] [added: Agustin Izquierdo*] | | | | | | Executive Vice President and | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| [removed: Michael C. McMurray] [added: Agustin Izquierdo] | | | | | | Chief Financial Officer | | | | | |

| */s/ [removed: Chukwuemeka A. Oyolu*] [added: Matthew D. Hayes*] | | | | | | Senior Vice President, | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| */s/ Jacques Aigrain* | | | | | | Chair of the Board | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| */s/ Lincoln Benet* | | | | | | Director | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| */s/ Robin W.T. Buchanan* | | | | | | Director | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| */s/ Anthony R. Chase* | | | | | | Director | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| */s/ Robert W. Dudley* | | | | | | Director | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| */s/ Claire S. Farley* | | | | | | Director | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| */s/ Rita Griffin* | | | | | | Director | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| */s/ Michael S. Hanley* | | | | | | Director | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| */s/ Virginia A. Kamsky* | | | | | | Director | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| */s/ Bridget Karlin* | | | | | | Director | | | February [removed: 27, 2025] [added: 20, 2026] | | |

| */s/ Albert J. Manifold* | | | | | | Director | | | February [removed: 27, 2025] [added: 20, 2026] | | |

[Table of Contents](#ie6b193efa41a4b8e9bf2b1c487697eae_10)

| Matthew D. Hayes | | | | | | Chief Accounting Officer | | | | | |

| Chukwuemeka A. Oyolu | | | | | | Chief Accounting Officer & Investor Relations | | | | | |